March 26, 2015
Dear Fellow Shareholders:
I am pleased to invite you to our Annual Meeting of Shareholders to be held on Thursday, May 7,2015, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte,North Carolina.
As explained in the enclosed proxy statement, at this years meeting you will be asked to vote (i) forthe election of directors, (ii) for the ratification of the selection of the independent public accountant,(iii) for the approval, on an advisory basis, of Duke Energy Corporations named executive officercompensation, (iv) for the approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan,(v) against three shareholder proposals, and (vi) to consider any other business that may properlycome before the meeting.
This years proxy statement details the many steps we have undertaken, beginning in 2014, toexpand our strong corporate governance practices. We have conducted a significant outreachcampaign this year to speak directly with a number of our shareholders about various matters,including executive compensation and board oversight of critical issues facing Duke Energy.Consistent with shareholder feedback, we have implemented several new shareholder friendlychanges to our governance practices. These steps are in addition to the many excitingdevelopments and opportunities Duke Energy has been involved in, which will be detailed in the2014 Annual Report.
Your vote is important exercise your shareholder right and vote your shares now.
Please turn to page 3 for the instructions on how you can vote your shares over the Internet, bytelephone or by mail. It is important that all Duke Energy shareholders, regardless of the number ofshares owned, participate in the affairs of the Company. At Duke Energys 2014 Annual Meeting ofShareholders, approximately 84 percent of the Companys outstanding shares were represented inperson or by proxy.
Thank you for your continued investment in Duke Energy.
Lynn J. GoodVice Chairman, President and Chief Executive Officer
Welcome to theDuke Energy AnnualMeeting of Shareholders
Table of Contents
ELECTION OF DIRECTORS 11
RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY 34CORPORATIONS INDEPENDENT PUBLIC ACCOUNTANT FOR 2015
ADVISORY VOTE TO APPROVE DUKE ENERGY CORPORATIONS NAMED 36EXECUTIVE OFFICER COMPENSATION
APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM 65INCENTIVE PLAN
SHAREHOLDER PROPOSAL REGARDING LIMITATION OF ACCELERATED 72EXECUTIVE PAY
SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTION 75DISCLOSURE
SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS 77
DUKE ENERGY 2015 Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
INFORMATION ON THE BOARD OF DIRECTORS
REPORT OF THE CORPORATE GOVERNANCE COMMITTEE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
REPORT OF THE AUDIT COMMITTEE
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION DISCUSSION AND ANALYSIS
FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OFSHAREHOLDERS
26FEB201504411677 26FEB201504411924 26FEB201504411800
PARTICIPATE IN THE FUTURE OF DUKE ENERGY; CAST YOUR VOTE NOWIt is very important that you vote to play a part in the future of Duke Energy. New York Stock Exchange (NYSE) rules state that ifyour shares are held through a broker, bank or other nominee, they cannot vote on your behalf on nondiscretionary matters.
Eligibility to Vote (page 79)You can vote if you were a shareholder of record at the close of business on March 9, 2015.
Even if you plan to attend this years meeting, it is a good idea to vote your shares now, before the meeting, in the event your planschange. Whether you vote by Internet, by telephone or by mail, please have your proxy card or voting instruction form in hand andfollow the instructions.
Visit 24/7 Dial toll-free 24/7 Cast your ballot,www.proxyvote.com 1-800-690-6903 sign your proxy card
or by calling the and send free of postagenumber provided
by your broker, bankor other nominee if your shares are not
registered in your name
Review and download this proxy statement and our annualreportListen to a live audio stream of the meeting
Visit our websitewww.duke-energy.com/investors/news-events.asp
DUKE ENERGY 2015 Proxy Statement 3
By Internet using By telephone By mailing youryour computer proxy card
Visit Our Website
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of theinformation that you should consider. You should read the entire proxy statement carefully before voting. Page references (XX) aresupplied to help you find further information in this proxy statement.
Voting Matters (page 10)
VotesMore Board required
information recommendation Broker non-votes Abstentions for approval
Election of directors Page 11 each Do not count Do not count Majority ofnominee votes cast,
Ratification of Deloitte & Touche LLP Page 34 Vote for Vote against Majority ofas Duke Energy Corporations sharesindependent public accountant for represented2015
Advisory vote to approve Duke Page 36 Do not count Vote against Majority ofEnergy Corporations named sharesexecutive officer compensation represented
Approval of the Duke Energy Page 65 Do not count Vote against Majority ofCorporation 2015 Long-Term sharesIncentive Plan represented
Shareholder proposal regarding Page 72 Do not count Vote against Majority oflimitation of accelerated executive sharespay represented
Shareholder proposal regarding Page 75 Do not count Vote against Majority ofpolitical contribution disclosure shares
Shareholder proposal regarding Page 77 Do not count Vote against Majority ofproxy access shares
4 DUKE ENERGY 2015 Proxy Statement
PROPOSAL 1 FOR
PROPOSAL 2 FOR
PROPOSAL 3 FOR
PROPOSAL 4 FOR
PROPOSAL 5 AGAINST
PROPOSAL 6 AGAINST
PROPOSAL 7 AGAINST
2014 Business Highlights2014 was a year of challenges, but also a year that showed the great resolve and determination of Duke Energy as the Companycontinued to advance its strategy and deliver significant benefits to its customers, investors, communities and employees:
First, safety, which is our top priority. We did not meet our objective for no employee and contractor fatalities in 2014 as wetragically lost four teammates during the year. Our goal is for each of our employees and contractors to return safely to theirfamilies each day. Our performance in this area during 2014 was not acceptable and we are refocusing our efforts in 2015.
The efficient, reliable and safe operational performance of our fleet and grid is critical to the service we provide to our customers.Our nuclear fleet of 10,500 megawatts achieved a capacity factor of approximately 93%, the 16th consecutive year above 90%.Additionally, our system met record customer demands during the 2014 polar vortex, and we quickly and safely responded toover 1.7 million customer outages following two major ice storms in February and March. We also continued to achieve significantsavings from our 2012 merger with Progress Energy. We are well on track to achieve the $687 million customer fuel and jointdispatch savings commitment we made to Duke Energys customers in the Carolinas over the first five years of the merger. Theefficiency and diversity of our system helps us maintain customer rates below national averages in each of our jurisdictions.
We made significant progress in advancing our coal ash management practices as we responded to the early February 2014 coalash accident at our Dan River site. We have begun to accelerate plans to close ash basins across our system. We have formed anew internal organization to manage all coal combustion products and an advisory board of independent experts in engineering,waste management, environmental science and risk analysis.
We advanced $8 billion in growth initiatives during the year as we made investments to continue to meet the needs of ourcustomers in the future. These investments consist of new gas-fired and solar generation in our regulated businesses, natural gaspipeline infrastructure and upgrades to the grid.
During the year, we made strides to tighten our strategic alignment. In February, we announced an intent to exit our Midwestcommercial generation business. In August, we announced an agreement to sell this portfolio of nonregulated assets to Dynegyfor $2.8 billion in cash. We are still awaiting final Federal Energy Regulatory Commission approval and expect to close thetransaction by mid-2015.
We achieved strong financial performance during 2014, which is important to maintaining the confidence of our investors.
We increased our quarterly dividend payment by approximately 2% during the year, the seventh consecutive year of annualdividend growth. Additionally, 2014 was the 88th consecutive year Duke Energy paid a quarterly cash dividend on its commonstock. At the end of 2014, our dividend yield was appr